Material Fact
CENTRO DE IMAGEM DIAGNÓSTICOS S.A. (“Company”), in accordance with article 157, paragraph 4 of Law 6,404/76 and Instruction 358/02 of the Brazilian Securities and Exchange Commission (CVM), hereby informs its shareholders and the market in general that it entered yesterday, as a buyer jointly with its subsidiary Centro de Diagnósticos por Imagem Ltda. (“CDI”), into an agreement for the acquisition of 100% interest in RADIOLOGISTAS ASSOCIADOS LTDA. (“Partnership” and “Acquisition”).
The acquired business, operating under the brand “Multiscan Imagem e Diagnóstico” (“Multiscan”), is a market leader in diagnostics imaging in the Espirito Santo state, having 4 PSCs, 8 MRIs and a complete range of diagnostics imaging equipment. Between 2014 and 2016, Multiscan has grown 18% per year. For 2017, we expect R$ 43 million in net revenue, R$ 15 million in EBITDA and R$ 10 million in net revenue (before synergies). With the acquisition, Alliar will become the largest diagnostics center in the state of Espírito Santo, strengthening the company’s leadership position in imaging diagnostics and building a solid platform for clinical analysis expansion.
Multiscan’s enterprise value was set at R$ 104 million (6.9x 2017 EV/EBITDA), already including the reimbursement of investments on two recently opened PSCs (R$ 10 million), with its equity value being close to R$ 92 million (9.2x 2017 P/E). R$ 6 million will be paid using Alliar’s treasury shares, and R$ 86 million will be paid in cash, 50% on the closing date, 25% in 12 months and 25% in 5 years.
The Acquisition was approved by the Company’s Board of Directors on March 20, 2017, and the information of Appendix 30-XXXVI, from Instruction 480/09 of the Brazilian Securities and Exchange Commission (CVM), is included on Appendix I, attached to the meeting minute, available on the Company website and on the Brazilian Securities and Exchange Commission website, on http://ri.alliar.com and www.cvm.gov.br, respectively.
Carlos Thiago de Souza Araujo
Investor Relations Officer